If you as a GmbH shareholder want to transfer money to your GmbH, there are basically three options available to you: increase of the share capital, payment on the capital reserve or provision of a shareholder loan. By increasing the share capital, the credit rating of your GmbH increases. However, this has several disadvantages. The first two are that the shareholders must have the increase in the share capital notarized and registered with the commercial register. In addition, money can later be withdrawn from the capital stock only by a very expensive way, the reduction of capital. There is also a gain in creditworthiness when it is paid into the capital reserve. However, this has the disadvantage that the withdrawal of the money is later complicated and associated with taxes. A shareholder loan can be repaid without expense, both paid in and later. However, the advantage of an increasing credit rating is missing here. However, a loan can subsequently be converted into the share capital or the capital reserve.

In the video we explain the advantages & disadvantages of the three options with which you can deposit money into your GmbH.

1. The capital of a GmbH: share capital and other balance sheet items

For a GmbH, the share capital intended for incorporation is a fixed balance sheet item within the framework of equity. In addition, there are also other items that can show funds of the GmbH. So if GmbH shareholders, after the establishment and performance of the contribution to the share capital, want to make further funds available to their GmbH, then this can be done in various ways. But these different possibilities lead to many consequences. Therefore, in this article we address the question of which option leads to which consequences. Based on this, we conclude at the end which path is the most advantageous.

deposit money in GmbH – Option 1: Increase in share capital

If you as a GmbH shareholder want to pay money into your GmbH by increasing the share capital, this means that the shareholders receive further shares. This requires an amendment of the articles of association of the company contract, which in turn requires a notarized confirmation. In addition, the increase in the share capital must then be registered with the competent commercial register (§ 55 GmbHG).

For many banks, such an increase in share capital is proof of the GmbH’s creditworthiness. Therefore, the increase in the share capital in the procurement of a loan seems quite worthwhile.

However, the increase in the share capital also includes observance of rules if shareholders later want to withdraw money from the share capital again. This represents a reduction in share capital. The capital reduction must be registered with the commercial register and a waiting period of one year must be observed. This gives possible creditors of the GmbH the opportunity to object to the capital reduction. If a creditor expresses this wish, the GmbH must pay him his outstanding claims, but at least ensure that this is still possible.

Deposit money in GmbH – Option 2: Payment to the capital reserve

The capital reserve of a GmbH is a balance sheet item of equity, which serves to provide liquidity to the company. Thus, this sounds as if the capital reserve is the ideal item into which a GmbH shareholder can transfer money to his GmbH. In addition, potential lenders also perceive the capital increase via the capital reserve as an indication of a sound credit rating of the company.

There is a lot to consider in detail. For this purpose, a simple company resolution forms the basis for paying financial resources into the capital reserve. However, the capital reserve is a tax deposit account. Although the payment from the capital reserve is tax-free, a legal order of use must be observed. The following order applies: before paying the capital reserve to the shareholder, the GmbH must first distribute any profits also present in the tax deposit account to the shareholder. This dividend is then subject to capital gains tax, which is incurred at 25 % as withholding tax. Only if this taxation of accumulated profits is fulfilled as a condition can the tax-free repayment of the capital reserve take place.

Deposit money in GmbH – Option 3: Granting of a shareholder loan

The third option with which you can deposit money into your GmbH is also to be located as a balance sheet item on the liabilities side. However, while the preceding examples record the payment as equity, the granting of a loan by a shareholder is to be regarded as debt capital. Consequently, the assessment of such a liability by a credit institution is different from that of the other two options. If a bank nevertheless expects that such a shareholder loan is necessary to secure the credit rating, the loan can be transferred to the share capital or the capital reserve, taking into account the legal conditions provided for.

For this, the possibility to pay money into a GmbH by means of a shareholder loan shines with the advantage of a simple deposit. The repayment is also easy. It is also tax-free. In addition, it is irrelevant whether the shareholder is now resident in Germany or abroad.

In order to optimize the mutual payments in connection with such a loan, a GmbH shareholder can apply an account current procedure with his GmbH. As a result, no specific loan agreements or repayment agreements are necessary.

Final analysis: in a meaningful way to deposit money in GmbH

After considering all options with which a GmbH shareholder can deposit money into his own GmbH, we find that the shareholder loan impresses with the simple handling of the deposit and repayment. Because this represents the biggest disadvantage of the options when depositing money on the share capital or in the capital reserve. This money is hardly payable back to the shareholder due to the special conditions attached to a repayment. If interest on the loan takes place, this option is also tax-free. Even if the GmbH is asked for a bank loan and the condition is required that the loan be transformed into a balance sheet item in equity, i.e. either into share capital or into the capital reserve, this can be done in a relatively simple manner. Depositing money in GmbH is therefore possible in a meaningful way.